Tech Newsletter TECH Business


3 Welcome To Our Latest Technology Newsletter

8 energybid: Your Gateway To Transparent Energy Prices

4 Incentivising Employees By Giving Them A Slice Of The Action

10 Scrutton Bland Predict What Will Be Big For Digital In 2024

6 The Changing Landscape of Research & Development Tax Relief

12 Impact Of Technology On The World Of Corporate Finance


Welcome to our latest Technology Newsletter

Welcome to the latest edition of our Technology Newsletter. In this ever-evolving landscape of innovation and progress, the technology sector continues to shape the world we live in. It’s a realm where change is not just constant; it’s the very essence of our existence.

T he technology sector, often referred to as the beating heart of the global economy, is a force to be reckoned with. It’s a realm where entrepreneurs, innovators, and visionaries converge to disrupt existing paradigms, catalyse change, and shape the future. From artificial intelligence and blockchain to biotechnology and renewable energy, the tech sector spans a vast spectrum of industries, all interconnected by the common thread of innovation. In recent years, we’ve witnessed remarkable shifts within the technology landscape, driven by the rapid acceleration of digitalisation. The COVID-19 pandemic served as a catalyst, propelling us into a future where remote work, e-commerce, and telemedicine are no longer mere conveniences but integral components of our daily lives. This transformation, fuelled by advancements in cloud computing, data analytics, and connectivity, has ushered in an era of unprecedented possibilities.

In this edition of our newsletter, you can discover how businesses are embracing share schemes to motivate and reward their employees in a piece by Sam Stent, Tax Advisory Associate Partner, as she provides insights into the world of equity compensation and how it’s reshaping the employment landscape. Chris George, Tax Advisory Partner delves into the evolving landscape of Research & Development Tax Relief and HMRC’s crackdown on claims. On page 8, we have a piece from energyBID, a rising star in the energy sector. Learn how energyBID is challenging the status quo and striving to bring transparency and fairness to the business energy market. What does the future hold for the technology sector? On page 10, Ryan Pearcy, SB Digital Associate Partner presents his insightful predictions for 2024, offering a glimpse into the trends and developments that will shape our digital world.

Mark Smith, Corporate Finance Director explores how technology is revolutionising the deal-making process. From AI-driven due diligence to Share Purchase Agreements, discover how digital tools are reshaping the business landscape. I hope you enjoy this newsletter and as always, please reach out to us with any questions, concerns, or topics you’d like to explore further.

James Tucker Business Advisory Partner


Incentivising employees by giving them a slice of the action

Over the past couple of years, wages have kept pace with inflation, but official figures from the Office for National Statistics show that pay rises are slowing down and the jobs market is starting to weaken. Experts say that high interest rates will see wage growth slow even further next year.

I t is not surprising then that many small businesses are looking at other ways to incentivise their employees, with share schemes becoming an increasingly popular option, especially for cash- strapped start-ups. Giving staff a stake in the business can assist with the retention of key personnel, increase productivity, and improve cashflow but there are many different share schemes – which one do you choose? The share scheme that is right for your business will depend on the size of your company, whether you want to give shares now (or options to buy shares in the future) and what you are hoping to achieve from the scheme. It will also depend on whether you are looking to incentivise all of your employees, just some of them or whether you want to give a stake in the business to someone external to the organisation (e.g. “sweat equity”).

EMIs and CSOPs will almost always be the top choices for companies that qualify but for those that don’t (or where the £250,000 or £60,000 limits are not sufficient), unapproved option arrangements (or other non-advantaged schemes) might be considered. Non-advantaged schemes can be quicker to set up, easier to administer and have other benefits. Unapproved share option schemes for example are particularly flexible: Can be used to reward external advisers and consultants as well as employees. No minimum or maximum period during which options must be exercised. Company can set any exercise price it wishes; • Can also impose restrictions or targets in relation to the shares that align with its plans for future growth of the business. The downside is that there is no tax advantage to be gained, with PAYE being applied to the difference between the market value of the shares and the price paid by the individual to acquire them (in the same way as if they had received the equivalent amount of salary). Other unapproved share arrangements, such as growth shares , have a less punitive tax treatment. This simple arrangement involves setting up a new class of shares and is often

used by private companies for employees who have been recruited at a later date to ensure that those individuals only share in the future growth of the business and do not benefit from their predecessor’s efforts. Any income tax or NIC charge will be based on the value of the growth shares at the time the employee acquires them and typically, advisers will argue that these shares have little or no value at that point in time when there has not yet been any growth… although HMRC sometimes has other ideas! Finally, if you wish your trading business to be fully employee-owned, Employee Ownership Trusts (EOTs) are also worth considering. EOTs have become increasingly popular in recent years and come with various incentives for shareholders and the ability to pay tax-free bonuses of up to £3,600 a year to employees. Contact Sam Stent or the Tax Advisory Team at Scrutton Bland by calling 0330 058 6559 or emailing if you are considering implementing a share scheme as we can help you find the one that best meets your needs. We can also assist with Employment Related Securities (ERS) scheme registrations and annual compliance and can advise on the more complex tax obligations that arise for globally mobile share scheme members.

Firstly, let us look at the 4 share schemes that are approved by HMRC, (see opposite page):


Enterprise Management Incentive (EMI) Scheme Option permits employee to buy up to £250,000 worth of shares at a later date at a set price. Gains between option grant and exercise date are subject to CGT rather than income tax and NICs.

Company Share Option Plan (CSOP) Permits selected employees to buy up to £60,000 of shares at a later date but at the current price. Any increase in value at the date the option is exercised is subject to CGT rather than income tax and NICs. The issuing company must not be under the control of another company (unless it is listed on a recognised stock exchange). No limits on company size or number of employees so can be used by larger companies and those whose trade excludes them from EMI schemes. Can be offered to any employee or full-time working director (unless they already have a material interest in the company).

Save As You Earn (SAYE)

Share Incentive Plan (SIP)


Employee makes regular monthly contributions from net pay to the scheme which are held for a minimum of three years. Employee then has the option to buy shares at up to 20% discount on market value. While an unlisted company is not precluded from operating a SAYE scheme, in practice such schemes are quite complex and mainly tend to be offered by listed companies.

Employee obtains tax and NIC relief when buying shares in employer’s company (‘partnership shares’). The company may also offer free, ‘matching’ shares, which are not subject to income tax. Shares are normally held in trust until retention periods have elapsed. Due to the need to set up and administer a separate trust and the complexity of the arrangements, SIPs are predominantly used by large, publicly quoted companies.

What types of companies is the scheme suitable for?

Independent companies with gross assets of £30m or less, less than 250 employees and with a ‘qualifying’ trade.

Employee requirements

Can be offered to any full- time employee (unless they already have a material interest in the company).

Has to be made available to ALL

Has to be made available to ALL employees (Under 18 months service can be excluded).

employees (Under 5 years’ service can be excluded).

Minimum share retention period


Three years.

Minimum three years before option to purchase vests, but employer can stipulate longer period. Monthly saving permitted between £10 and £500

Five years retention for full tax advantages, (limited benefits if held between three and five years). Minimum £10 and maximum is the lower of £1,800 p/a or 10% salary Tax relief given when purchasing partnership shares. No tax or NICs due if shares held in trust for 5 years.

Amount of shares that employee can purchase

Up to £250,000

Up to £60,000

Tax and NIC treatment where scheme conditions are met

No tax relief on purchase.

No tax relief on purchase.

No tax relief on purchase.

Income tax is payable if there is any discount on market value at option date, but otherwise, increase in value between grant and exercise date is not taxable on exercise. On sale, CGT is due on proceeds less price paid. Business Asset Disposal Relief may be available.

When option is exercised, the increase in value is not subject to income tax or NICs.

No tax or NIC due when shares are acquired. Any discount given on share purchase (up to 20%) is tax free. On sale, CGT is due on proceeds less price paid.

On sale, CGT is due on proceeds less price paid

No CGT on sale.


The Changing Landscape of Research & Development Tax Relief Up until recently, the position of claims for Research and Development Tax Relief was a bit like the wild west. There were lots of specialist businesses cold calling companies promising guaranteed cash repayments. These businesses were safe in the knowledge that HMRC only checked a tiny proportion of claims and most likely they would get away, initially at least, with putting in exaggerated claims, thereby boosting their sales.This led to a large amount of potential fraud within the R&D tax relief system. Something needed to change.


H owever, in trying to root out the fraud and clamp down on unscrupulous claims companies, HMRC appear to have gone too far the other way. There are stories of sweeping assumptions being made about claims and inexperienced staff at HMRC taking an incorrect view on the R&D guidance. Over the last 18 months, HMRC have put a significant amount of extra resources into looking closer at claims for R&D tax relief, especially those made by SME companies as it is widely regarded as this is the area where fraud is most prevalent. Unfortunately, this is squarely where almost all start-up technology companies sit. Therefore, your R&D claim is firmly on HMRC’s radar. The costs associated with dealing with tax enquiries can be substantial, as well as the time involved, with many enquiries lasting well over 12 months. This can be challenging to your business as it diverts your focus and efforts away from developing the company’s technology and growing your business. However, it is not all doom and gloom! In order to minimise the risk associated with your company’s R&D claim, it is recommended that you utilise the services of an experienced and reputable tax adviser. They will take the time to discuss your company’s R&D activities with you and your technical team, fully review your costs incurred to ensure the claim is maximised while at the same time being fully compliant. An experienced adviser will also stand with you if the claim is selected for an enquiry, fighting your corner and taking away the stress and worry of dealing with HMRC. As well as the increased scrutiny from HMRC into R&D claims, in the Autumn Statement delivered at the end of 2023, there was the seemingly obligatory annual change to the Research and Development Tax Relief regime. This latest change however is the most significant to date, bringing the two, very different systems for tax relief into one merged scheme. This will have a substantial impact on many SME companies. The changes take affect for accounting periods that start on or after 1 April 2024 and the new, merged scheme will broadly follow the existing large company, Research and Development expenditure credit (RDEC) scheme. Something many SME businesses will know little about.

Under the merged scheme companies will benefit from a 20% ‘above the line’ tax credit, this headline tax benefit seems positive, however the after tax, net rate of ranges from between 14.7% and 16.2% depending on the rate of Corporation Tax applying to the company. If a company is loss making it will benefit from the 16.2% post tax rate. This is a substantial reduction for many SME companies. Up until 31 March 2023, the net relief from R&D was 24.7% for profitable companies and 33.4% for loss making companies, who will effectively see their benefit from R&D tax relief cut in half. Take, for example, a start up technology company who are pre-income and developing their product. If they generally spend £200,000 per year on qualifying R&D costs out of total costs of £1million, up until March 2023 they would have been eligible for a repayable tax credit of £66,800. That is cash, into their bank account to help fund the development costs. From April 2024, they will only benefit from enhanced tax relief of £32,400 and as they are not an ‘R&D intensive’ company, they will not be eligible for a cash repayment from HMRC. Luckily, after much pressure from R&D companies, a repayable tax credit has been maintained, but only for those companies who spend at least 30% of their total costs on R&D eligible expenditure. The objective of the newly merger R&D scheme is to make claiming tax relief simple with just one set of rules to follow for everyone, regardless of size. However, with so little time before the rules come into effect, businesses need to act quickly to ensure they are ready for the changes and factor the potential impact into their cashflow modelling and growth plans. Any company who needs advice on the changes and the impact they will have on their business should contact the technology team at Scrutton Bland who will guide and support you through the changes. To get in touch with the team please call 0330 058 6559 or email


energyBID: Your Gateway to Transparent Energy Prices


Q: What is the business model of energyBID?

Q: What inspired the idea for energyBID, and how did the journey begin?

Q: How have Scrutton Bland supported energyBID?

A: energyBID operates as a live auction site for business energy, connecting businesses directly with energy suppliers. We address the lack of transparency in the energy market, where million’s of businesses that purchase electricity and gas use energy brokers. Our platform allows businesses to register quickly, within minutes in fact, as we gather their meter and consumption data automatically from the market. Energy suppliers then participate in a bidding process over several days, with feedback on ranking. The reason for this to take place over several days is because energy prices fluctuate for various factors. This bid model encourages competition and helps to get the customer the best price. Suppliers do not incur any fees to use the platform and customers pay a small transparent flat fee for each accepted contract.

A: The idea for energyBID arose from the need for a fairer and more transparent energy purchasing option in the business market. Having worked in the energy industry for a long time, I saw an opportunity to create a platform that benefits both energy suppliers and customers by removing unnecessary risks and increasing transparency. Also my experience as a customer on auction sites, where I felt in control and enjoyed the competitive aspect, led me to envision an auction platform for energy. In 2021, a team of energy, IT, and sales experts came together to address the trust issues between energy brokers, suppliers, and customers and from here energyBID was created. The founders of our business are; myself, Utilidex and Lestir Investments. Together we have many years of experience working within the energy sector, building IT systems and large scale telesales operations and are all passionate about reducing energy costs for UK businesses. Q: What are the barriers or challenges you are facing during the development stage of energyBID? A: During the development stage, our primary focus is ensuring we comply with all the necessary regulations in place, including protection against cyber fraud. We’ve partnered with Microsoft’s startup program to help us address these concerns. Additionally, as we invite select customers to trial the software in the pre-launch stage, so that they can give us their feedback and we can address any issues that arise promptly.

A: Scrutton Bland have been instrumental in supporting energyBID as our accountant, handling all of our day-to-day financial matters. The team complete our bookkeeping and VAT returns for us and helped get us set up on Xero. More recently, after our seed capital raise to build the software, their team has helped us with the Seed Enterprise Investment Scheme (SEIS). We have now appointed their Corporate Finance Team to raise growth capital, so that we are ready for a live launch after our test phase. We really like working with the Tech team at Scrutton Bland, as they are used to working with businesses like ours, the services and help that they can give us can develop as the business expands and grows meaning that we can build a strong relationship with a team that understands our business.

Q: How does energyBID differ from energy brokers in the market?

Q: What can you share about your fundraising plans for energyBID?

A: energyBID is not a traditional energy broker but an intelligent auction marketplace platform, which we believe is a unique offering in our industry. Unlike brokers who often provide one-time price comparisons, we facilitate a continuous auction process, ensuring customers receive the best possible prices. Brokers typically receive commissions from energy suppliers, which can lead to conflicts of interest. energyBID, on the other hand, charges customers a transparent flat fee and does not take commissions from suppliers. Our service is accessible to millions of business customers including large corporates and smaller businesses, making it inclusive and fair to all. Q: How user-friendly is the energyBID platform for business owners to set up an account and receive bids? A: We’ve designed the energyBID platform with user-friendliness in mind. It enables customers to follow a seamless process, and our energy agents will assist in setting up accounts, ensuring a smooth experience for our customers.

A: We plan to raise growth capital for energyBID, building on the funds we’ve already secured for software development. Early this year, we will be conducting tests with customers and energy suppliers, with the goal of completing our fundraising efforts by this summer. Q: What is the most significant lesson you’ve learned so far on your entrepreneurial journey with energyBID? A: The most valuable lesson we’ve learned is to prioritise simplicity and to always think from the customer’s perspective. We believe in building what the customer truly wants and continually staying in touch with their needs and preferences throughout our journey. Visit to find out more and register your interest to trial the software in the pre-launch phase. To speak to our Tech team about your business and to see how Scrutton Bland can help you on your journey, please get in contact with us by calling 0330 058 6559 or emailing

Q: What is your perspective on the business environment for entrepreneurs in the UK?

A: I have always found the UK to be a favourable place for entrepreneurs. The business market in the UK has a structured framework, and I believe the country leads the world in sustainability initiatives, particularly in the green energy sector.


Each year Ryan Pearcy, Associate Partner of SB Digital, and Simon Pinion, Business Advisory Partner at Scrutton Bland, make predictions about what will happen with technology in the coming year. This can be helpful when plotting a course for your business through an ever-changing landscape. Scrutton Bland Predict What Will Be Big For Digital In 2024

Before we run through their predictions for 2024, let’s see how they fared with their 2023 predictions: The delayed digitalisation of micro businesses – Correct – The announced delays by HMRC led to many software vendors closing their doors and limiting choice for micro businesses, which slowed uptake of systems Period end apps – Incorrect – 2023 turned out to be the year of AML apps. Period end apps are still in development Death of cryptocurrency? – Incorrect – December 2022 appears to have been the bottom of the slump with crypto values steadily increasing to more than double its value at the end of 2023 Development of 5G networks – Correct – 5G has become the dominant network coverage apart from rural areas, with most modern devices no longer working on 3G networks

bots appearing on social media automatically creating articles and posts during 2023

through development or acquisition, limiting the need to use multiple apps. This will force users to consider their options and whether they need to change their providers. Everyday use of AI 2023 was definitely the year of talking about AI. 2024 is looking likely to be the year where it’s use becomes the norm. Firstly some context. AI has been around in the background in many apps for years, but has been in the background and hidden. The success of Large Language Models (LLMs) started by ChatGPT in 2022 has enhanced visibility and applicability of AI which is what has led to the recent boom in discussions, but there was little to be seen in practical applications in 2023. Although who didn’t love creating a wacky but great image based on a few words?! What will change in 2024 is that the combination of LLMs and other AI functionality on large data sets will see practical use rolled out across many normal applications, with Microsoft and Google likely to dominate with their releases. Co-Pilot from Microsoft has the potential to dramatically disrupt how we work

Gesture control – Correct – This continued to roll out in 2023 with hardware using this becoming the norm in many areas. The announcement of Apple’s Vision Pro in the year cements this further.

So what are Ryan and Simon predicting this year?

Market consolidation Anyone that has studied evolution understands that it isn’t one smooth flow. It is punctuated by bursts of innovation stimulated by a triggering event, followed by consolidation where certain traits dominate. This is as true for Technology as it is for Life. The technology market has been through a period of innovation following the rise of cloud, with thousands of apps popping up and fighting to be heard. That tide is now turning with many apps failing to grow sufficiently and either fading away or merging into bigger businesses. This is expected to continue into 2024 as those that already dominate expand their functionality, either

ChatGPT – Correct – This prediction focussed on content writing which proved correct with


with Office products and many businesses will want to ensure they keep on top of this so that they do not lose a competitive edge. Expect disruption and investment in 2025 before the gains are felt in later years. Rise of the finance SuperApp Linked to consolidation we are starting to see the term SuperApp become used more widely. First used to describe WeChat, a messaging and payment app based in China, it was picked up as an objective for X (formerly Twitter) by Elon Musk in 2023. There are only a handful of Apps that are coined with this term, such as Lark, Alipay, Grab and Tata Neu, but there is one finance app in the UK that has set its sights on this goal. Translucent, from the creator of Dext, is a multi-entity accounting app that is aiming to replace all the additional functional apps that business plug into their finance systems. Starting with reporting it is likely to move into reconciliations, payments and beyond. Set for initial release in 2024 it will be interesting to see whether it lives up to the hype.

transitioned security considerations from those that are in-house to those that are outsourced. Initially, as businesses moved into the cloud, security was not at the fore-front with other facets such as efficiency being the ultimate objective. But with more data leaks on cloud products and greater awareness of varying security levels of cloud products this is becoming a critical consideration. Expect questions to be asked and cloud-based apps to talked more about their internal security through 2024. Data Analytics roles Cash is King, Data is Queen! Data is everywhere and overwhelming. Large businesses have been able to invest to control, understand and utilise their data to give them an edge. With standard models and skillsets for handling data becoming normalised smaller businesses can now afford to explore the data they hold and look to utilise it to differentiate. For those with disparate systems and data sets, to do this effectively a data analyst is needed, either inhouse or as a consultant. This role has become more commonplace in business and will be a key recruitment objective for many

businesses heading into 2024.

As we move away from a recession into static growth across the economy businesses are looking to technology to enable them to differentiate and find growth where others can’t. Opportunities are there but require investment and those that have managed to retain some reserves and haven’t over- leveraged assets have the biggest chance to capitalise on the changes that are coming. With so much changing in the digital landscape it is imperative to talk to independent professional advisers in this field. At Scrutton Bland we value the importance of financial technology solutions and have created our SB Digital Service to help both business owners and accountancy firms’ clients stay ahead in this field. To find out more about our SB Digital Service or to speak to one of the team about your and your client’s software structure and applications please email or call 0330 058 6559.

Security considerations escalated The movement towards cloud apps has


Impact Of Technology On The World Of Corporate Finance

As with all aspects of work and play, tech is having an increasing impact on the world of Corporate Finance. Mark Smith, Corporate Finance Director, explores how the landscape is changing.


I f you google hard enough you will be able to value shares, draft Heads of Terms for an acquisition and critically review a Share Purchase Agreement (SPA) someone has presented to you for the sale of your business. So am I concerned that in 5 years’ time I won’t have a job? – Far from it! Where Tech is helping us and our clients As an adviser, we subscribe to a number of platforms, including Dealsuite and MarktoMarket, that can provide us with a variety of reports, primarily pulled from Companies House data, Company’s own websites or media reports. These reports will cover amongst other things: • Recent transactions within a sector that we can specify. This can give us useful transaction price mechanisms • Companies within a sector that are acquisitive. This is useful when we are looking to target companies that we think would be interested in acquiring a client • Transaction trends over a period – in summary is it looking like a buyer’s market or a seller’s market (it is rarely bang in the middle) All this information is useful because it adds to our knowledge bank and means that we can give informed opinions to our clients backed up by third-party evidence. We will share the third party evidence with our clients which will either give them peace of mind over our opinions or can, which we will always welcome, lead to challenge as to the third party evidence we have considered - particularly where our clients business might be considered unusual. Every transaction will now have a dataroom, usually controlled by the seller’s solicitors. From what I am seeing there is no clear market leader yet in the dataroom world – though in essence they all look to do the same thing. In laymans terms it is where all transaction requests are made and information can be provided in a secure and confidential manner. This can all lead to the speeding up of the transaction process and will normally allow access to different parts of the data room depending on the role and level of access people are given as part of the transaction. You will note that I state can a couple of times. Ultimately to get a transaction over the line you need a willing and realistic buyer and seller and that’s where the softer skills come in – particularly when we are seeing a change in market conditions, as we have recently seen.

So how do I keep my job The nature of a Corporate Finance transaction when it’s an acquisition or a disposal is that 9 times out of 10 – it’s a life-changing moment. As with any life-changing moment, you want someone you trust, who understands what is important to you and the financial impact of any options you might have, guiding you. If it’s life changing decision there will be an element of risk and you are engaged in something you will not have experienced before. Clients want to be able to speak to someone who understands the process, understands the highs and lows, and ultimately is someone you get along with, as you’ll be speaking to them a lot during the process! Transactions are inevitably about negotiation, you have to understand your client, what’s important to them and what’s less important to them and IT is not going to help me find that out. It’s the negotiations where IT and the softer skill combine to get deals over the line. I can talk to my client about transaction price ranges, what’s current in other deals and where we might need to concede on some points. What IT enables me to do is back up my thoughts with evidence. The skill is sifting through the available evidence and considering what the most appropriate evidence is. Without that skill set, you are just awash with data.

Wrap up

So am I wary of the impact of Tech in the world of Corporate Finance?

To a degree yes – because it takes skill to interpret the information available.

Do we embrace it – yes – because it saves time and enables us to better focus our efforts on negotiations and getting the best possible outcome for our clients. If you are looking to make a change to your business, whether that’s by making an acquisition or considering possible exit strategies get in touch with Mark Smith to discuss your options by calling 0330 058 6559 or emailing


Meet the Team We have a long-standing association with the tech sector and our specialists have a thorough understanding of the opportunities and challenges facing the industry.

We seek to build long-term, trusted relationships with our clients. It is important to us that we understand our clients’ business and personal aims and objectives, in order that we can provide bespoke and personal advice.

Get in touch with a member of the team to see how they can help you.

James Tucker Business Advisory and Cloud Accounting Partner james.tucker 01473 945761 Simon Pinion Business Advisory and Cloud Accounting Partner simon.pinion@ 01206 417202

Ryan Pearcy SB Digital Associate Partner ryan.pearcy@ 01206 417218

Luke Morris Corporate Finance Partner luke.morris@ 01473 945731

Chris George Tax Advisory Partner 01473 945836

Sam Stent Tax Advisory Associate Partner samantha.stent@ 01206 417280

0330 058 6559

@scruttonbland Regulated external Audit services are provided by SB Audit LLP. 0806/01/2024/MKTG

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